AMENDED AND RESTATED CONSTITUTION
OF THE
UNITED STATES BILLIARD ASSOCIATION

ARTICLE I – NAME, MISSION, PRINCIPAL OFFICE

Section 1.01 Name
The name of this organization is the United States Billiard Association (USBA). The USBA at all times shall be operated and conducted as an unincorporated not-for-profit association and shall have all of the powers of such an association as conferred by law.

Section 1.02 Mission
The mission of the USBA is:
1) To be an open, non-profit, independent organization that promotes carom billiards in the United States;
2) To encourage the participation of players of all ages by affording them the opportunity to meet, confer, comingle and socialize at billiard tournaments and other billiard events.;
3) To serve as the coordinating body for carom billiards in the United States with the United States Olympic Committee, the World Confederation of Billiards Sports, the Billiard Congress of America, the Union Mondiale de Billard, and all recognized and established international organizations that are involved in carom billiards;
4) To be the sole affiliate/federation in the United States of the Union Mondiale de Billiard or any successor world organization;
5) To be recognized as the authoritative body that defines the rules and standards of play and regulates carom billiards in the United States; and
6) To provide the venue as well as control the procedures for the designation of the annual United States National Champion in carom billiards.

The USBA shall be nonpolitical: it shall not promote the candidacy of any person seeking public office.

Section 1.03 Location of Principal Office
The principal office of the USBA for the transaction of business shall be at the residence of the Secretary or at any other place designated by the Board of Directors.

ARTICLE II – MEMBERSHIP

Section 2.01 Membership Requirements
Membership is open to any individual or organization that supports the mission of the USBA.

Section 2.02 Membership Categories, Admission and Dues
The Board of Directors from time to time may
1) establish membership classifications;
2) adopt rules and procedures for admission to the USBA; and
3) set membership dues.

Section 2.03 Membership rights
All members in good standing, regardless of category, shall be entitled to:
1) vote for candidates for positions on the Board of Directors and on each matter submitted to a vote of the members; and
2) enjoy the benefits of membership conferred upon them.

Section 2.04 Non-Liability of Members
A member shall not, solely because of such membership, be personally liable for the debts, obligations, or liabilities of the USBA.

ARTICLE III – BOARD OF DIRECTORS AND DUTIES

Section 3.01 Board of Directors
The USBA will have and be governed by the Board of Directors. The Board of Directors shall consist of seven (7) members.

Section 3.02 Ultimate Authority
The Board of Directors shall have ultimate authority over the business, policies, affairs, and activities of the USBA, including, but not limited to, the authority to
1) remove any Director for cause;
2) expel any member for cause;
3) enact, amend, or repeal provisions of this Constitution
4) promulgate, adopt and amend by-laws or other operational rules and procedures; and
5) make such rules and procedures covering its meetings as, in its discretion, it determines is necessary.
Section 3.03 Chairperson of the Board of Directors
The Board of Directors shall select one of the Directors to act as the Chairperson under the terms as established by the Board of Directors. The Chairperson shall:
1) enforce due observance of this Constitution;
2) preside at all Board or General Membership Meetings and shall conduct them according to this Constitution;
3) decide all questions of order under Robert's Rules unless instructed otherwise by this Constitution, the By-Laws or by a vote of the Directors to deviate from such rules;
4) perform any other duties pertaining as may be required for the orderly conduct of the organization's business and not expressly defined within this Constitution;
5) shall appoint all committee chairpersons; and
6) shall be an ex-officio member of all committees.
Section 3.04 Secretary
The Board of Directors shall select one of the Directors to act as Secretary under the terms as established by the Board of Directors. The Secretary shall:
1) note all amendments, deletions, and additions to the Constitution;
2) permit the Constitution to be consulted by members upon request;
3) keep a record of the proceedings of all meetings; and
4) maintain a roll of members;
Section 3.05 Treasurer
The Board of Directors shall select one of the Directors to act as Treasurer under the terms as established by the Board of Directors. The Treasurer shall:
1) receive and provide receipt for all monies paid to the organization and all monies received and expended;
2) keep track of the finances of the organization; and
3) provide an annual report to the membership on the financial status of the USBA, including income, expenses and bank balances
Section 3.06 Coordination and Assistance
A person may act as both the Secretary and the Treasurer. The Board of Directors may also authorize non-Board members to assist the Secretary and Treasurer carry out the duties of those positions. Section 3.07 Vacancies
Vacancies on the Board of Directors shall be filled in the manner prescribed by the by-laws, rules or procedures adopted by the Board of Directors.

ARTICLE IV – NOMINATIONS, ELECTIONS AND TERM OF OFFICE

Section 4.01 Qualifications for Board of Directors
To be eligible for the Board of Directors, the candidate must be a USBA member in good standing and must permanently reside in the United States. After election to office, a Director must continue to meet all of the eligible criteria. If the Director fails to meet those criteria after 30 days written notice (which may be by e-mail) of that failure is sent to that person from the Chairman or Secretary, the term of office of that Director shall immediately terminate; but this 30 day period may be extended for up to an additional 90 days by vote of the Board of Directors (in which the affected Director shall not be entitled to vote) if the Board of Directors determines that the Director is making a good faith effort to correct the failure.

Section 4.02 Term of Office
Elections for all elected offices shall take place every four years from October 1 through December 31 beginning in the year 2005 and the term of office will begin the following March 1st beginning in the year 2006. The newly-elected Board may take office at an earlier date if a majority of the old Board Members agree.

Section 4.03 Board of Directors to be Elected:
The Directors shall be elected by the members of the USBA.

Section 4.04 Nominations for Board of Directors
The Secretary prior to August 1 of the year of the election must solicit nominations from the membership. The deadline for nominations shall be September 1 of the same year. All nominations must receive a majority vote of the current members of the Board of Directors in order to be placed on the ballot with three (3) votes constituting a quorum.

Section 4.05 Voting
The Board of Directors will establish and disseminate to the members the rules and regulations for Voting.

Section 4.06 Voting for Directors
Each member shall be allowed to vote for any candidate to the Board of Directors. Each member will be entitled to cast one vote for each position to be filled on the Board of Directors.

ARTICLE V – MEETINGS

Section 5.01 Annual Meeting:
Time permitting, any member of the Board of Directors present at the National Championship Tournament should call a General Membership Meeting to be held at the same venue and same time of the National Championship Tournament.
1) A portion of the Annual Meeting shall be given over to business matters pertaining to the membership at large; and
2) At any membership meeting, for every action requiring a vote, each member present shall be entitled to one vote.

Section 5.02 Other General Membership Meetings:
Other than the Annual Meeting, there shall be no regularly scheduled General Membership Meetings.

Section 5.03 Board of Directors Meetings:
The Board of Directors shall hold periodic meetings in order to transact the business of the USBA.

Section 5.04 Quorum at Board of Directors Meetings:
The presence of fifty percent (50%) or more of the Board of Directors at any meeting shall constitute a quorum for the transaction of business.

Section 5.05 Between Board of Directors Meetings
Between Board of Directors meetings, the affairs of the USBA shall be conducted according to this Constitution and any by-laws rules and procedures established by the Board of Directors consistent with this Constitution.

ARTICLE VI – AMENDMENTS

Section 6.01 Amendments
This Constitution may be amended or repealed by a two-thirds (2/3) vote by the members of the Board of Directors, with five (5) members constituting a quorum.

ARTICLE VII – DISSOLUTION

In the event of dissolution of the USBA the residual assets of the organization will be turned over to one or more non-profit organizations that promote billiards.

ARTICLE VIII – ADOPTION OF THIS CONSTITUTION

Upon adoption of this Constitution by the Board of Directors, all prior Constitutions and all by-laws inconsistent with this Constitution shall become null and void.